The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

292 6 Mezzanine 6.3 Loan-based Mezzanine Instruments 6.3.1 General Remarks It is characteristic of loan-based mezzanine instrume ...

6.3 Loan-based Mezzanine Instruments 293 6.3.2 Structural Subordination of Debts There is a distinction between subordination of ...

294 6 Mezzanine ments. For example, the whole capital amount can be repaid at the end of the term of the loan (bullet repayment) ...

6.3 Loan-based Mezzanine Instruments 295 term or long-term financing. Lenders usually require covenants (for covenants, see Volu ...

296 6 Mezzanine tire position as between the two sets of creditors, but conferring no priority as against third parties. This co ...

6.3 Loan-based Mezzanine Instruments 297 stand still-period (where senior lenders have called an event of default, mezza- nine ...

298 6 Mezzanine is a second ranking secured debt coming behind a specified amount of senior debt)? Subordination will usually no ...

6.3 Loan-based Mezzanine Instruments 299 second lien debt is more expensive than senior bank debt. However, unsubordi- nated sec ...

300 6 Mezzanine 6.3.7 Structural Subordination of Collateral Like the subordination of debt, even the subordination of collatera ...

6.3 Loan-based Mezzanine Instruments 301 sometimes treat holders of such securities in the same way as they treat sharehold- ers ...

302 6 Mezzanine Participation certificates (Genussscheine) and ECAPS. In Germany, a limited- liability company may grant profit- ...

6.4 Share-based Mezzanine Instruments 303 First, the obvious difference is that a mezzanine lender is regarded as a lender, but ...

304 6 Mezzanine ence shares carry a right to a fixed dividend. Holders of preference shares are entitled to their dividend befor ...

6.4 Share-based Mezzanine Instruments 305 (HHLA). The share capital of HHLA was made up of two different classes of shares, Clas ...

306 6 Mezzanine nised as a liability. In contrast, normal preference shares do not have a fixed ma- turity, and the issuer does ...

6.5 Profit-sharing Arrangements 307 a minimum interest rate. A silent shareholder has controlling rights and a limited right to ...

7 Chain Structures and Control 7.1 General Remarks Pyramid structures and other control-enhancing mechanisms can provide a means ...

310 7 Chain Structures and Control The Wallenberg case. Chain structures and multiple voting-rights enabled the Wallenberg famil ...

7.3 Legal Risks 311 repeated. Gradually, SDCM obtained control of the business of Bouyagues SA with Boyagues SA providing the fu ...

312 7 Chain Structures and Control conglomerate with a wide range of businesses.^8 IFIL, the main industrial holding company of ...